(1) Schedule of the Business Integration
|Execution of Basic Agreement
||November 29, 2012
|Execution of Definitive Agreements
||June 11, 2013
|Execution of Absorption-type Company Split Agreements
||July 31, 2013
|Effective Date of Company Split Date
||January 1, 2014 (Tentative)
* The company split will be a simple absorption-type company split pursuant to Article 784, Paragraph 3 of the Companies Act of Japan. Therefore, MHI and Hitachi do not plan to convene shareholders’ meetings to obtain approval for the company split agreements.
(2) Business Integration Method and Equity Contribution
As announced in the June 11, 2013 Announcement, the Business Integration will be executed according to the following scheme. The equity ownership percentage of MHI and Hitachi will be 65% and 35%, respectively, on the effective date of the Absorption-type Company Split.
- MHI and Hitachi will respectively transfer the Integrated Business to the Integrated Company by the Absorption-type Company Split. As a result, MHI and Hitachi owns shares of common stock of the Integrated Company 683 shares and 317 shares, respectively.
- MHI will sell 33 shares of common stock of the Integrated Company that it owns to Hitachi for 29.7 billion yen.
(3) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights Accompanying the Absorption-type Company Split
Obligations in relation to stock acquisition rights which MHI issued will not be transferred to the Integrated Company. MHI has not issued bonds with stock acquisition rights. Hitachi has neither issued stock acquisition rights nor bonds with stock acquisition rights.
(4) Changes in Amount of Capital Accompanying the Absorption-type Company Split
There will be no change in the amount of capital of MHI and Hitachi accompanying the Absorption-type Company Split.
(5) Rights and Obligations Transferred to the Integrated Company
The Integrated Company will succeed assets, liabilities, other rights and obligations and contractual status from MHI and Hitachi through the Absorption-type Company Split as provided in the Absorption-type Company Split Agreements. Stocks and interests of certain subsidiaries and affiliates which each company owns in relation to the Integrated Business will be included in the Business Integration. Please see “4. Overview of the Business to Be Transferred” regarding the details of the Integrated Business.
(6) Outlook on Performance of Obligation
In the Absorption-type Company Split, obligations of MHI, Hitachi and the Integrated Company are anticipated to be duly performed.